Common use of BREDS Representative Clause in Contracts

BREDS Representative. (i) For so long as BREDS II Q Landmark LLC (“BREDS”) or one of its controlled Affiliates owns shares of Series E Preferred Stock or Series E Preferred Partnership Units, BREDS shall hereby be designated as the “BREDS Representative.” Each initial and subsequent transferee of shares of Series E Preferred Stock or Series E Preferred Partnership Units originally held by BREDS (the “BREDS Group Shares” and the holders thereof the “BREDS Group Holders”) shall, without further act of the General Partner, the Partnership or of any stockholder of the General Partner or partner of the Partnership, be deemed to have approved the designation of BREDS as the “BREDS Representative,” and without further act of the General Partner, the Partnership or of any stockholder of the General Partner or partner of the Partnership, the “BREDS Representative” is hereby appointed as agent and attorney-in-fact for each BREDS Group Holder, for and on behalf of each BREDS Group Holder, to (i) receive any request from the General Partner or the Partnership for a consent, waiver or approval under this Designation of Series E Preferred Partnership Units or the Series E Preferred Articles Supplementary from the BREDS Group Holders; (ii) deliver to the General Partner and the Partnership any instrument evidencing such BREDS Group Holder’s assent to a request of the General Partner or the Partnership described in subclause (i); and (iii) to take other actions required to be taken by the Representatives under this Designation of Series E Preferred Partnership Units or the Series E Preferred Articles Supplementary. Each BREDS Group Holder hereby agrees to receive correspondence from the BREDS Representative, including in electronic form. In BREDS’s sole discretion, BREDS may designate a new “BREDS Representative” by delivering written notice of such designation to the General Partner and the iStar Representative and, upon receipt of such written notice and an acknowledgment from such Person of its desire to serve as the “BREDS Representative,” such Person shall automatically be appointed the “BREDS Representative” without further act of the General Partner, the Partnership or of any stockholder of the General Partner or partner of the Partnership. (ii) The BREDS Representative shall incur no liability to the General Partner, the Partnership, the BREDS Group Holders or any other stockholder of the General Partner or partner of the Partnership with respect to any act or omission of the BREDS Representative, or any action taken or suffered in reliance upon any notice, direction, instruction, consent, statement or other document believed by the BREDS Representative to be genuine and to have been signed by the proper Person; and the BREDS Representative shall have no responsibility to determine the authenticity of any such document or signature. In all questions arising in respect of its actions or omissions, the BREDS Representative may rely on the advice of counsel, and the BREDS Representative shall not be liable to the General Partner, the Partnership, the BREDS Group Holders or any other Person for anything done, omitted or suffered in good faith by the BREDS Representative based on such advice. The BREDS Representative undertakes to perform such duties and only such duties as are specifically set forth above and no implied duties or obligations shall be read into this Designation of Series E Preferred Partnership Units or the Series E Preferred Articles Supplementary against the BREDS Representative. The BREDS Group Holders shall indemnify, defend and hold harmless the BREDS Representative and its successors and assigns from and against any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the BREDS Representative pursuant to the terms hereof. (iii) In the event that the BREDS Representative and its controlled Affiliates cease to hold any shares of Series E Preferred Stock or Series E Preferred Partnership Units, or the BREDS Representative becomes unable or unwilling to continue in its capacity as the BREDS Representative, a majority-in-interest of the BREDS Group Holders shall, by written consent, appoint a new Representative. The newly appointed Representative shall deliver notice of his or her appointment to the General Partner as soon as practicable and shall become the BREDS Representative. Such appointment will be effective upon the later of the date indicated in the consent or the date such notice is received by the General Partner.

BREDS Representative. (i) For so long as BREDS II Q Landmark LLC (“BREDS”) or one of its controlled Affiliates owns shares of Series E D Preferred Stock or Series E D Preferred Partnership Units, BREDS shall hereby be designated as the “BREDS Representative.” Each initial and subsequent transferee of shares of Series E D Preferred Stock or Series E D Preferred Partnership Units originally held by BREDS (the “BREDS Group Shares” and the holders thereof the “BREDS Group Holders”) shall, without further act of the General Partner, the Partnership or of any stockholder of the General Partner or partner of the Partnership, be deemed to have approved the designation of BREDS as the “BREDS Representative,” and without further act of the General Partner, the Partnership or of any stockholder of the General Partner or partner of the Partnership, the “BREDS Representative” is hereby appointed as agent and attorney-in-fact for each BREDS Group Holder, for and on behalf of each BREDS Group Holder, to (i) receive any request from the General Partner or the Partnership for a consent, waiver or approval under this Designation of Series E D Preferred Partnership Units or the Series E Preferred D Articles Supplementary from the BREDS Group Holders; (ii) deliver to the General Partner and the Partnership any instrument evidencing such BREDS Group Holder’s assent to a request of the General Partner or the Partnership described in subclause (i); and (iii) to take other actions required to be taken by the Representatives under this Designation of Series E D Preferred Partnership Units or the Series E Preferred D Articles Supplementary. Each BREDS Group Holder hereby agrees to receive correspondence from the BREDS Representative, including in electronic form. In BREDS’s sole discretion, BREDS may designate a new “BREDS Representative” by delivering written notice of such designation to the General Partner and the iStar Representative and, upon receipt of such written notice and an acknowledgment from such Person of its desire to serve as the “BREDS Representative,” such Person shall automatically be appointed the “BREDS Representative” without further act of the General Partner, the Partnership or of any stockholder of the General Partner or partner of the Partnership. (ii) The BREDS Representative shall incur no liability to the General Partner, the Partnership, the BREDS Group Holders or any other stockholder of the General Partner or partner of the Partnership with respect to any act or omission of the BREDS Representative, or any action taken or suffered in reliance upon any notice, direction, instruction, consent, statement or other document believed by the BREDS Representative to be genuine and to have been signed by the proper Person; and the BREDS Representative shall have no responsibility to determine the authenticity of any such document or signature. In all questions arising in respect of its actions or omissions, the BREDS Representative may rely on the advice of counsel, and the BREDS Representative shall not be liable to the General Partner, the Partnership, the BREDS Group Holders or any other Person for anything done, omitted or suffered in good faith by the BREDS Representative based on such advice. The BREDS Representative undertakes to perform such duties and only such duties as are specifically set forth above and no implied duties or obligations shall be read into this Designation of Series E D Preferred Partnership Units or the Series E Preferred D Articles Supplementary against the BREDS Representative. The BREDS Group Holders shall indemnify, defend and hold harmless the BREDS Representative and its successors and assigns from and against any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the BREDS Representative pursuant to the terms hereof. (iii) In the event that the BREDS Representative and its controlled Affiliates cease to hold any shares of Series E D Preferred Stock or Series E D Preferred Partnership Units, or the BREDS Representative becomes unable or unwilling to continue in its capacity as the BREDS Representative, a majority-in-interest of the BREDS Group Holders shall, by written consent, appoint a new Representative. The newly appointed Representative shall deliver notice of his or her appointment to the General Partner as soon as practicable and shall become the BREDS Representative. Such appointment will be effective upon the later of the date indicated in the consent or the date such notice is received by the General Partner.

BREDS Representative. (i) For so long as BREDS II Q Landmark LLC (“BREDS”) Financial or one of its controlled Affiliates owns shares of Series D Preferred Stock, Series D Preferred Partnership Units, Series E Preferred Stock or Series E Preferred Partnership Units, BREDS Financial shall hereby be designated as the “BREDS Representative.” Each initial and subsequent transferee of shares of Series E D Preferred Stock or Series E Preferred Partnership Units Stock originally held by BREDS (the “BREDS Group Shares” ”) and the holders thereof the “BREDS Group Holders”) shall, without further act of the General Partner, the Partnership Company or of any stockholder of the General Partner or partner of the PartnershipCompany, be deemed to have approved the designation of BREDS Financial as the “BREDS Representative,” and without further act of the General Partner, the Partnership Company or of any stockholder of the General Partner or partner of the PartnershipCompany, the “BREDS Representative” is hereby appointed as agent and attorney-in-fact for each BREDS Group Holder, for and on behalf of each BREDS Group Holder, to (ix) receive any request from the General Partner or the Partnership Company for a consent, waiver or approval under this Designation of Series E Preferred Partnership Units or the Series E Preferred Articles Supplementary hereunder from the BREDS Group Holders; (iiy) deliver to the General Partner and the Partnership Company any instrument evidencing such BREDS Group Holder’s Holders’ assent to a request of the General Partner or the Partnership Company described in subclause clause (ix); and (iiiz) to take other actions required to be taken by the Representatives under this Designation of Series E Preferred Partnership Units or the Series E Preferred Articles Supplementaryhereunder. Each BREDS Group Holder hereby agrees to receive correspondence from the BREDS Representative, including in electronic form. In BREDSBREDS Financial’s sole discretion, BREDS Financial may designate a new “BREDS Representative” by delivering written notice of such designation to the General Partner Company and the iStar Representative and, upon receipt of such written notice and an acknowledgment from such Person of its desire to serve as the “BREDS Representative,” such Person shall automatically be appointed the “BREDS Representative” without further act of the General Partner, the Partnership Company or of any stockholder of the General Partner or partner of the PartnershipCompany. (ii) The BREDS Representative shall incur no liability to the General Partner, the PartnershipCompany, the BREDS Group Holders or any other stockholder of the General Partner or partner of the Partnership Company with respect to any act or omission of the BREDS Representative, or any action taken or suffered in reliance upon any notice, direction, instruction, consent, statement or other document believed by the BREDS Representative to be genuine and to have been signed by the proper Person; and the BREDS Representative shall have no responsibility to determine the authenticity of any such document or signature. In all questions arising in respect of its actions or omissions, the BREDS Representative may rely on the advice of counsel, and the BREDS Representative shall not be liable to the General Partner, the PartnershipCompany, the BREDS Group Holders or any other Person for anything done, omitted or suffered in good faith by the BREDS Representative based on such advice. The BREDS Representative undertakes to perform such duties and only such duties as are specifically set forth above and no implied duties or obligations shall be read into this Designation of Series E Preferred Partnership Units or the Series E D Preferred Articles Supplementary Terms against the BREDS Representative. The BREDS Group Holders shall indemnify, defend and hold harmless the BREDS Representative and its successors and assigns from and against any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the BREDS Representative pursuant to the terms hereof. (iii) In the event that the BREDS Representative and its controlled Affiliates cease to hold any shares of Series D Preferred Stock, Series D Preferred Partnership Units, Series E Preferred Stock or Series E Preferred Partnership Units, or the BREDS Representative becomes unable or unwilling to continue in its capacity as the BREDS Representative, a majority-in-interest of the BREDS Group Holders shall, by written consent, appoint a new Representative. The newly appointed Representative representative shall deliver notice of his or her appointment to the General Partner Company as soon as practicable and shall become the BREDS Representative. Such appointment will be effective upon the later of the date indicated in the consent or the date such notice is received by the General PartnerCompany.